Terms and Conditions

1. What the Platform Agreement is about
2. Who the Platform Agreement is between
3. How you accept the Platform Agreement, and when the Platform Agreement starts
4. Setting up an account directly with Us
5. Your rights to use Pharmsmart Account and your obligations
6. Restrictions on your use of Pharmsmart.
7. Our promises relating to Pharmsmart
8. Data Protection
9. Anti-Bribery and Corruption
10. Anti-slavery
11. Confidentiality & FOI
12. Technical support and how we may access your Pharmsmart Account
13. Intellectual Property Rights
14. Our liability and responsibility to you if something goes wrong
15. Pricing for Platform Applications and the different products and or modules within any such Platform Application.
16. How the Platform Agreement may be brought to an end and what happens on termination
17. What else do you need to know?
18. Which laws govern the Platform Agreement?
19. General Points

About Us & You

1. What the Platform Agreement is about

1.1If you are a user on our website, online platform or device of any kind (“Platform”) or any other software application accessed or used on or through the Platform (each a “Platform Application”), these terms and conditions describe your rights and obligations concerning access and use of the Platform and each applicable Platform Application and establish a contract between you and us on such terms and conditions (the “Platform Agreement”). Our Privacy Policy and Cookies Policy are also binding on the parties.

1.2In the Platform Agreement, where we say Pharmsmart or “Pharmsmart Account” we mean any type of business, user or other account held with us (Examples include, but not limited to, Branch Account, Personal Account and Head Office Account.)

1.3In the Platform Agreement:

• “Affiliate” means (i) any entity that directly or indirectly controls, is controlled by, or is under common control of the subject entity, where “control” is the ownership or control (whether directly or indirectly) of at least 50% of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity, or (ii) any entity with the same ultimate majority beneficial ownership as the subject entity – and an entity is an Affiliate only so long as such control or common majority beneficial ownership continues;
• “Customer Data” shall mean the data, information or material provided, inputted or submitted by you or on your behalf into Pharmsmart, which may include data relating to your customers and/or employees.
• “Customer Personal Data” has the meaning set out in clause 8.1.
• “Data Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.
• “Data Processor” a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Data Controller.
• “Data Protection Laws” means all applicable UK laws and regulations governing the use or processing of Personal Data, including the UK GDPR; the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended from time to time.
• “FOI Legislation” the Freedom of Information Act 2000 or any other applicable laws concerning freedom of information disclosure.
• “Personal Data” means any information relating to an identified or identifiable natural person (“Data Subject”); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
• “Privacy Notice” means our privacy notice posted on www.pharmsmart.co.uk (or such other URL as we may notify to you) and which may be amended by Pharmsmart from time to time.
• “Processing” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction and “Process”, “Processed” and “Processes” shall be construed accordingly.
• “Supervisory Authority” means the Information Commissioner's Office (ICO).
• “UK GDPR” means the UK retained version of the General Data Protection Regulation.

1.4We may change these terms and conditions of the Platform Agreement at any time. We will make reasonable efforts to communicate any changes to you via a notification on or through the Platform or any Platform Application that you use or by sending an email to you, but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of the Platform Agreement on our website at www.pharmsmart.co.uk as you will be deemed to accept all changes if you continue to use any Platform Application.

2. Who the Platform Agreement is between

2.1The Platform Agreement is between: (1) the person or organisation authorised to access or use the Platform or any Platform Application under these terms and condition (and references to “you” or “your” is to such person or organisation); and (2) SPEAKS HOLDINGS LTD., a company incorporated in Barbados with registered number 51469, whose registered office is at G.L.M. Global Ltd. XS Solutions Centre, Salters, Saint George, Barbados, BB19000 or any of its Affiliates that from time to time that enters into a Platform Agreement with you on these terms and conditions to grant you access to or use of the Platform and/or Platform Applications (and references to “us”, “our”, “we” or “Platform Provider” is to such SPEAKS HOLDINGS LTD or its applicable Affiliate as the case may be).

2.2The Pharmsmart Account or correspondence from us to you will state who the Platform Provider is in your case, which could be: (i) SPEAKS HOLDINGS LTD, CDSMART LTD (a company incorporated in England with registered number 09639441, whose registered office is at 1 Clive House, Clive Street, Bolton, England, BL1 1ET), or (iii) any other Affiliate of SPEAKS HOLDINGS LTD.

2.3By entering into the Platform Agreement, we both agree to be bound by and keep to it.

3. How you accept the Platform Agreement, and when the Platform Agreement starts

3.1You accept or shall be deemed to accept every term and condition of the Platform Agreement, and the Platform Agreement starts, from the earliest of : (1) when during any registration, sign up or other scenario you tick a box or click on a button (or something similar) on the Platform or through any Platform application to accept the Platform Agreement by name, description or otherwise , (2) when you register for or use a Pharmsmart Account (or any part of it), and (3) when you first access or use any Pharmsmart Application. If you accept or are deemed to accept the Platform Agreement, pay the relevant subscription fees (where applicable) in full and on time, and continue to comply with all the terms and condition of the Platform Agreement, we shall give you the right to access and use your Pharmsmart Account, and Platform Applications that are a part of your Pharmsmart Account, in the way described in the Platform Agreement. You must not use your Pharmsmart Accounts or any Platform Application in any other way.

3.2The Platform Agreement will continue until terminated in accordance with clause 16 or any other clause in the Platform Agreement which by its express provisions allows a party to terminate the Platform Agreement.

3.3If you don't accept the Platform Agreement, you should contact us immediately and you must not use the Pharmsmart Account or any related Platform Application.

4. Setting up an account directly with Us

4.1We will give you your sign-in details and passwords to enable you to use your Pharmsmart Account (the “sign-in information”) once you have registered with us. If you wish to redeem a promotion or activation code you must enter this as part of the registration process. You will need to activate your Pharmsmart Account within 28 days of receiving the activation email which we will send to the email address you have registered with us. Failure to activate your Pharmsmart Account may lead to an inability to access any data which may have been entered into that Pharmsmart Account .

4.2You may take advantage of any free trial we from time to time offer of a Pharmsmart Account or Platform Application. We will confirm the duration of any applicable free trial period in a confirmatory email following registration. You accept that we may withdraw or block any access or usage of a free trial at any time, for any reason and to any extent.

4.3If you are a new customer to the Platform or any Platform Application and elect to subscribe to access and use the same immediately, without a free trial, by signing up and entering your payment details, you will receive such discount as we may from time to time determine (“Discount”) off the recommended retail price for 6 calendar months (or such other period as we specify on our website or in our marketing literature) starting with the month in which we accept your valid payment details. You will be charged for access to and/or usage of the applicable Platform Application(s) from the date you provide your payment details, and your first invoice will be generated on the first day of the next calendar month but prorated depending on the date you signed up for such Platform Application(s). After expiry of any Discount the monthly price for your Platform Application software as a service will revert automatically without notice to our current list price unless we advise otherwise. Any break in payment resulting in a deactivation and subsequent reactivation of your Pharmsmart Account will result in your monthly subscription being reactivated at our current list price. Once you have subscribed to your first Pharmsmart Account with any Discount, any additional subscriptions by you of any Pharmsmart Account or related Platform Application(s) will be at our then-current price list for such Pharmsmart Account and/or Platform Application(s) (plus VAT or equivalent sales tax) as specified on our website or on or through the applicable Platform Application(s) from time to time.

4.4If you continue to use a Platform Application following your free trial period or if you have elected to subscribe to any Pharmsmart Account or Platform Application(s) without taking a free trial, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to us or our nominated agent via the payment method specified during registration or via any different payment method which we may notify to you from time to time, until either you or we end the Platform Agreement in one of the ways set out in clause 16. Our nominated agent for payments and for all other dealings with you on our behalf, until we notify you otherwise of any replacement, is CDSmart Ltd, an English company with registered number 09639441, whose registered office is at 1 Clive House, Clive Street, Bolton, England, BL1 1ET (“Nominated Agent”)

4.5You must pay amounts due to us by one of the following payment methods: (i) Direct debit, (ii) Credit or Debit card, or (iii) with our prior agreement by Cheque or BACS in respect of which 30 day payment terms apply. We have the right to charge an administration charge not less than £20 +VAT per payment for Cheque or BACS payments. ). We do not accept payment in cash.

4.6If at any time during your monthly or other subscription you want to include any additional Platform Application or component of the same within your subscription, you must pay the applicable fees for each additional Platform Application or component and your subscription fee will be adjusted pro rata from the date access to the additional Platform Application or component is made available to you until the commencement of your next subscription payment. If you wish to reduce access to any Platform Application or component, you may do so from the commencement of your next subscription payment due date when your fees will be calculated to take account of your reduced access to the Platform Application or component.

4.7If our customer for the Pharmsmart Account and related Platform Application(s) fails to pay any amount due to us under that customer’s Platform Agreement, we may (without prejudicing the application, enforcement or other aspect of any of our other rights or remedies): (1) suspend or restrict your access or use of the applicable Pharmsmart Account and any related Platform Applications or components of the same, (2) charge our customer interest on the amount overdue from the due date of payment up to and including the date of actual payment (as well as before and after judgment), at the rate of 4% per annum above the base rate for the time being of Lloyds Bank plc if our customer is based in the United Kingdom or 4% per annum above the base rate for the time being of The Bank of Ireland is based in Southern Ireland. Such interest shall accrue on a daily basis and be compounded quarterly and you (if you are our customer and not a an employee or representative of our customer who is an authorized user) will pay the interest to us immediately upon demand. If at any time we charge you an incorrect price, we reserve the right to rectify our invoice and claim payment from you for the correct amount which you agree to pay. If we have overcharged you, we will reimburse you for the amount by which you have been overcharged.

4.8We may increase the subscription fee for any Pharmsmart Account, Platform Application or component of the same at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment due date after this notice period has ended.

5. Your rights to use Pharmsmart Account and your obligations

5.1You must only use any subscribed for Pharmsmart Account or Platform Application for your internal business purposes and only to input your own information (i.e. information about your patients, staff, trading activity, transactions or other business data) into a Pharmsmart Account, Platform Application or any other aspect of the Platform. You are not licensed or permitted to access or use any Pharmsmart Account or Platform Application that is not part of any free trial given to you and/or is not part of any subscription by you or your employer/principal to the same. You are not licensed or permitted to access or use any Pharmsmart Account or Platform Application in breach of or in non-compliance of any of the terms and conditions of the Platform Agreement. As between you and us, all rights not granted under the Platform Agreement concerning the a Pharmsmart Account or Platform Application are reserved to us.

5.2If you are our customer, all Customer Data remains yours but your access and access by your authorized users to this information is dependent upon you complying with the Platform Agreement and your applicable subscription fee being paid in full. We take care to follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into a Pharmsmart Account or any Platform Application (or generated by it) as we cannot guarantee that your information will not be lost, damaged or corrupted.

5.3You cannot sell, gift or otherwise assign or transfer your subscription/registration concerning (and/or any related rights to access or use) any Pharmsmart Account, Platform Application or any related log-in or sign in credentials, free trial, promotion or activation code, Discount or other entitlements or benefits concerning any of the same, to any other person or organisation; however, if you are our customer you may authorise your employees or representatives to access and use the same for the direct purposes of your business on and subject to the terms and conditions of the Platform Agreement. For example, you cannot sell any of the above if you no longer want to use Pharmsmart Account or Platform Application. If you, being a customer of ours, become insolvent or enter into any formal insolvency, winding up, strike off or dissolution process, an insolvency practitioner, administrator, liquidator or similar official cannot sell, gift or otherwise assign or transfer your subscription/registration concerning (and/or any related rights to access or use) any Pharmsmart Account, Platform Application or any related log-in or sign in credentials, free trial, promotion or activation code, Discount or other entitlements or benefits concerning any of the same, to any other person or organisation. Further information on this is set out in clause 17.4.

5.4You must comply with all applicable laws and legislation in respect of your use of your Pharmsmart Account or any Platform Application and for any filing or sharing. You must also ensure that the content of any files, data or uploads does not and will not: (1) contain any software viruses or other code, technology or data that is or can reasonably be expected to be harmful to the Platform or any Platform Application; (2) otherwise result in any injury, damage or harm to us, our reputation, the Platform, any Platform Application, any brand or goodwill attached or concerning the Platform or any Platform Application or any third party (including, without limitation, defamation or breach of confidentiality) and (3) contain anything which is unlawful, obscene, indecent or immoral or promotes, endorses or supports illegal, unlawful, deceitful or misleading purposes or activities.

5.5You acknowledge that we (and our Nominated Agent) is not your professional or other advisor in relation to the information you enter into any Pharmsmart Account or Plartform Application and we must not be used as a substitute for professional advice.

5.6You agree that if you receive any Pharmsmart Account or Platform Application at a special or discounted price you will only be able to receive the same at that special or discounted price if your subscription fees for Pharmsmart are paid in full and on time and you are otherwise fully compliant with the Platform Agreement. Any delay or other failure in payment which results in a suspension, termination or other deactivation of your Pharmsmart Account or Platform Application may result in your monthly subscription fee being reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our website for details of our pricing.

5.7If you are an authorised user of a Pharmsmart Account or Platform Application on behalf of a customer of ours then you cannot access or use anything that our customer cannot access or use; and (without prejudicing the application, enforcement or other aspects of our other rights and remedies) your right to access and use your Pharmsmart Account or any Platform Application(s) shall cease when our customer’s rights to access its Pharmsmart Account or the applicable Platform Application(s) cease.

6. Restrictions on your use of Pharmsmart.

6.1The following list gives examples of things you must not do with any Pharmsmart Account:

• 6.1.1you must not try to gain unauthorised access to Pharmsmart Account or any Platform Application or any underlying technology;
• 6.1.2you must not try to affect the availability of any Pharmsmart Account or any Platform Application to our users (sometimes called ‘a denial-of-service attack’);
• 6.1.3you must not give anyone else any right (of any kind) to use or benefit from a Pharmsmart Account or any Platform Application in any way or provide any Pharmsmart Account or any Platform Application to others. For example, you cannot use Pharmsmart with someone else’s information to provide a service to them;
• 6.1.4you may not use any Pharmsmart Account or any Platform Application to help you or anyone else develop replacement or competitor software. For example, you or your Affiliates or any respective directors or other officers, shareholders, members, partners, employers, principals, agents, customers/clients must not use or copy all or any part of any Pharmsmart Account’s or any Platform Application’s ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is required or permitted by law without our express written consent.

6.2It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of any Pharmsmart Account or any Platform Application. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of any Pharmsmart Account or any Platform Application or which causes us or threatens to cause us to incur any legal, tax or regulatory liability or is otherwise contrary to the terms of the Platform Agreement. We will also not tolerate any conduct by you which is (or we reasonable deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behavior (“Unacceptable Conduct”). If we consider you have participated in any Unacceptable Conduct, we may end the Platform Agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.

7. Our promises relating to Pharmsmart

7.1Whilst we aim to provide uninterrupted use of the Platform, any Pharmsmart Account or any Platform Application , unfortunately we can’t guarantee this, for example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in the Platform Agreement, and we will be excused from that failure for so long as those circumstances continue.

7.2We do not promise, represent, guarantee or otherwise give any binding commitment or assurance:

• 7.2.1that the Platform, any Pharmsmart Account or any Platform Application will be compatible with your web browser or computer set-up;
• 7.2.2that the Platform, any Pharmsmart Account or any Platform Application will meet your own needs;
• 7.2.3that you will be able to use the Platform, any Pharmsmart Account or any Platform Application in any particular way;
• 7.2.4that you will get particular outputs from the Platform, any Pharmsmart Account or any Platform Application ;
• 7.2.5that the accuracy, completeness, standard or relevance of the results you get from using the Platform, any Pharmsmart Account or any Platform Application ; or
• 7.2.6that, where you use our technical support services, we will be able to fix your problem or remedy your issue at all or within any context, scenario or timeframe. The fact that you have told our representative about how you intend to use the Platform, any Pharmsmart Account or any Platform Application will not affect our rights and remedies under and/or concerning the Platform Agreement as the Platform, any Pharmsmart Account or any Platform Application has been developed for many different types of users, and you are responsible for setting up and accessing the Platform, any Pharmsmart Account or any Platform Application so that you can use it in the way you need, and as best suits your circumstances.

7.3You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.

7.4We will take reasonable steps to make sure that the Platform, any Pharmsmart Account or any Platform Application is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.

7.5You are responsible for controlling who can access your Pharmsmart Account. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals

7.6From time to time we may temporarily suspend access to the Platform, any Pharmsmart Account or any Platform Application, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with the Platform, any Pharmsmart Account or any Platform Application which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonable assistance in helping us remedy that issue.

7.7We promise that we will use our reasonable skill and care to provide any service to you under the Platform Agreement.

7.8The Platform Agreement describes all of our promises relating to the Platform, any Pharmsmart Account or any Platform Application. Unless the Platform Agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to the Platform, any Pharmsmart Account or any Platform Application would automatically be included in the Platform Agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.

8. Data Protection

8.1For the purposes of the Platform Agreement, the parties agree that, where you are our customer and not an authorised user of the customer, you are the Data Controller in respect of Personal Data contained within Customer Data (“Customer Personal Data”) and as Data Controller: (1) you have sole responsibility for its legality, reliability, integrity, accuracy and quality; and (2) You must ensure that no Customer Personal Data is uploaded into the Platform, any Pharmsmart Account or any Platform Application to the extent that: (i) you have no lawful basis under the Data Protection Laws to so upload and/or allow us to process the Customer Personal Data following such upload; and/or (ii) such uploading or processing may otherwise be contrary to the Data Protection Laws.

8.2You warrant and represent that:

• 8.2.1you will comply with and will ensure that your instructions for the Processing of Customer Personal Data will comply with the Data Protection Laws;
• 8.2.2you are authorized pursuant to the Data Protection Laws to disclose any Customer Personal Data which you disclose or otherwise provide to us regarding persons other than yourself;
• 8.2.3you will where necessary, and in accordance with the Data Protection Laws, obtain all necessary consents and rights and provide all necessary information and notices to Data Subjects in order for:
  1. 8.2.3.1you to disclose the Customer Personal Data to us;
  2. 8.2.3.2us to Process the Customer Personal Data for the purposes set out in the Platform Agreement; and
  3. 8.2.3.3us to disclose the Customer Personal Data to: (a) our agents, service providers and other companies within the Pharmsmart group of companies; (b) law enforcement agencies; (c) any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and (d) any other person who has a legal right to require disclosure of the information.

8.3Clause 8.4 applies strictly subject to you having fully complied with the above terms of clause 8 and you not making any misrepresentation or breaches under the above terms of clause 8.

8.4Where we act as a Data Processor for the Customer Personal Data on your behalf and you are the data Controller for the Customer Personal Data, we must take care to ensure that:

• 8.4.1appropriate technical and organisational measures are in place to protect against the harm that might result from unauthorised or unlawful processing of the Customer Personal Data and against accidental loss or destruction of, or damage to, the Customer Personal Data, appropriate to the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
• 8.4.2we process the Customer Personal Data only as required by any applicable laws or in accordance with your documented instructions (and keep a written record of such instructions);
• 8.4.3we promptly and at your cost provide such information, co-operation and assistance as you may reasonably require to enable you to comply with your obligations under the Data Protection Laws as a Data Controller in respect of any such Customer Personal Data, including: (i) notifying you of any reportable breach of this clause 8.4 by telephone or email as soon as reasonably practicable after becoming aware of the same, (ii) providing you with such reasonable assistance and information in relation to such reportable breach as you reasonably request; and (iii) reasonably assisting you to satisfy obligations to respond to requests from Data Subjects (including access requests) set out in the Data Protection Laws;
• 8.4.4access to the Customer Personal Data is strictly limited to only those of our, the Nominated Agent’s or respective sub-contractor’s personnel, agents, and representatives as is reasonably necessary to fulfil obligations under the Platform Agreement and that such personnel, agents, and representatives are under an obligation to handle the Customer Personal Data in accordance with the obligations regarding confidentiality under the Platform Agreement;
• 8.4.5provide you with such information as you reasonably require to be able to demonstrate compliance with the Data Protection Laws as Data Controller for the Customer Personal Data, and allow for audits and inspections of the facilities used by us or our Nominated Agent to process the Customer Personal Data; and
• 8.4.6assist you to a reasonable extent in responding to any request from a Data Subject concerning Customer Personal Data and in ensuring compliance with our obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators.

8.5You accept and confirm that we can use the Nominated Agent as a sub-processor to support our obligations as a Data Processor under the Platform Agreement.

8.6Where you are not our customer but are any other Data Subject whose Personal Data is processed by us as a Data Controller of that data, we shall process such Personal Data in accordance with our Privacy Policy and Cookies Policy.

8.7You accept that, as more particularly covered by our Privacy Policy, we can share your Personal Data or Customer Personal Data (as the case may be) with prospective or actual buyers (or their prospective or actual finance or credit providers) of our business or assets, our share capital or the share capital of any parent company of ours in the corporate chain of ownership above us.

9. Anti-Bribery and Corruption

9.1For the purposes of this clause 9, the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.

9.2Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that: (a) all of that party’s personnel; (b) all others associated with that party; and (c) all of that party’s subcontractors; involved in performing the Platform Agreement so comply.

9.3Without limitation to clause 9.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.

10. Anti-slavery

10.1Both parties shall and shall procure that its officers, employees, agents and subcontractors (if any) shall: (a) comply with all Applicable Laws, and codes relating to modern anti-slavery and human trafficking including the Modern Slavery Act 2015 (Relevant Requirements) that are applicable within the United Kingdom; (b) not engage in any activity, practice or conduct which would constitute an offence under Chapter 30 Part 1 sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out either wholly or partially within the UK; and (c) have and shall maintain in place throughout the term of the Platform Agreement its own policies and procedures, including adequate procedures under the Modern Slavery Act 2015, to ensure compliance with the Relevant Requirements (especially Part 6 section 54), and will enforce them where appropriate.

11. Confidentiality & FOI

11.1Each party shall keep confidential all Confidential Information of the other party (which includes the Confidential Information of Affiliates) and shall only use the same as required to perform the obligations (or enforce rights and remedies) under the Platform Agreement. The restrictions under this clause shall not apply to: (a) any information which was in the public domain at the date of the Platform Agreement; (b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Platform Agreement; (c) any information which is independently developed by a party without using information supplied by the other party (which includes information supplied by Affiliates); or (d) any disclosure required by law (including FOI Legislation) or a regulatory authority or otherwise by the provisions of the Platform Agreement.

11.2No media releases, public announcements or public disclosures by either of the parties or the parties’ employees or agents or subcontractors relating to the Platform Agreement or its subject matter, including but not limited to promotional or marketing material, (but excluding any announcement intended solely for internal distribution by the parties or any disclosure required by legal, accounting or regulatory requirements) may be made without the prior written approval of the other.

11.3We acknowledge that you may be subject to FOI Legislation and agrees to assist and co-operate with you (at our time and expense) to enable you to comply with your obligations under FOI Legislation.

11.4Without prejudice to the generality of clause 11.2, we shall: (a) transfer to you any FOI Legislation information request relevant to the Platform Agreement as soon as practicable and in any event within 2 (two) Business Days of receiving a FOI Request; and (b) in relation to information held by Pharmsmart on your behalf, will provide you with details about and/or copies of all such information that you request and such details and/or copies shall be provided within 5 (five) Business Days of a request from you (or such other period as you may reasonably specify) and in such forms as you may reasonably specify.

11.5You shall be responsible for determining whether information is exempt information under FOI Legislation and for determining what information will be disclosed in response to a FOI Request in accordance with FOI Legislation.

11.6We shall not be obliged to respond to any person making a request for disclosure under FOI Legislation, save to acknowledge receipt, unless expressly authorised to do so by you or others required by law to do so.

12. Technical support and how we may access your Pharmsmart Account

12.1During the period of your subscription, we aim to give you 24-hour technical support 7 days a week (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using the Platform, any Pharmsmart Account or any Platform Application. We may provide this by telephone, email, web-chat, remote assistance (where we will access your Account and data online) or self-help online support as described in the Help Section of Pharmsmart. You grant us the right to access your systems to provide such support (and, in the case of the Platform, any Pharmsmart Account or any Platform Application, you shall ensure that we will have access to your systems for the Lead Business and each Additional Business using the Platform, any Pharmsmart Account or any Platform Application so that we may provide you with support). If we do not have this access we may not be able to provide you with support.

12.2We may release enhancements or provide additional features to the version of the Platform, any Pharmsmart Account or any Platform Application to which you get access and use of at the start of the Platform Agreement (“Updates”). The frequency and how we provide any Updates to you will be at our discretion. We will tell you when we are going to provide such Updates via a notification the Platform, any Pharmsmart Account or any Platform Application or by sending an email to you.

12.3Where we produce a whole new version of the Platform, any Pharmsmart Account or any Platform Application (as opposed to merely an Update), nothing in the Platform Agreement entitles you to access or use the same without a separate express written agreement between you and us.

12.4We will not at any time give you technical support or other assistance for any third-party supplied and/or third-party maintained hardware, software, services or other equipment that are used with the Platform, any Pharmsmart Account or any Platform Application

13. Intellectual Property Rights

13.1Although you have rights to access and use the Platform, any Pharmsmart Account or any Platform Application as described in the Platform Agreement, as between you and us:

• 13.1.1you do not own any of the copyright, trade marks, trade-secrets, know-how, database rights, rights to register, rights to enforce or other intellectual property rights in or concerning: (1) the Platform, any Pharmsmart Account or any Platform Application; and/or (2) any trademark, logo or content on the same not provided by you; and
• 13.1.2you have no right to apply to register or own (or use in any administrative, promotional or other commercial or business activity of any kind) any url, social media handle, social media user name, corporate name, trading name, product name, service name, brand, trade mark, style or log that contains the expression “pharmsmart”, any other name, style or log on the Platform not provided by you or anything that looks or sounds like the same.
• 13.1.3We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights mentioned in clause 13.1 above, including any software we provide to replace all or part of the Platform, any Pharmsmart Account or any Platform Application. The only rights you have to the Platform, any Pharmsmart Account or any Platform Application are as expressly set out in the Platform Agreement.

13.2You undertake not to use our name or any of its trade marks or brands in any promotion or marketing or other announcement without our express written consent.

13.3You undertake not to use our Nominated Agent’s name or any of its trade-marks or brands in any promotion or marketing or other announcement without our express written consent.

14. Our liability and responsibility to you if something goes wrong

14.1This clause sets out our entire liability to you (including any Lead Business and/or Additional Business) which arises out of or in connection with the Platform Agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.

14.2Subject to clauses 14.4 and 14.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with the Platform Agreement will be limited to paying you an amount which is equal to the higher of: (1) £10,000, and (2) the total of all fees you have paid to us for your use of the relevant Platform Application (such relevant Platform Application being the product forming the subject matter of the claim) in the 12 months before you became aware or could reasonably be deemed to have become aware of your claim for the same

14.3Subject to clauses 14.4 and 14.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):

• 14.3.1any kind of loss of profit, business or revenue and/or depletion of goodwill or similar losses;
• 14.3.2any kind of loss of use or loss of or corruption/damage to Customer Data or other data/information inputted by you into the Platform, a Pharmsmart Account or any Platform Application;
• 14.3.3any kind of interruption to your business or damage to information, however that interruption or damage is caused;
• 14.3.4any kind of losses you suffer as a result of using the Platform, any Pharmsmart Account or any Platform Application other than as described in the relevant documents or instructions from us concerning the same;
• 14.3.5any kind of wasted expenditure;
• 14.3.6any kind of punitive damages;
• 14.3.7any kind of loss or damage which we could not have reasonable known about at the time you entered into the Platform Agreement;
• 14.3.8any kind of special, indirect or consequential loss or damage;
• 14.3.9any kind of losses to the extent caused by, made worse by, contributed to by or arising from: (1) any statement, act or omission from a person other than us, any Affiliate of ours or respective sub-contractors, directors, employees or agents, or (2) any event or circumstance that can reasonably be considered as being beyond our reasonable control (to include, but not limited to, natural disasters, changes in the law, changes in the economic environment, government action, malicious acts of third party including online hacking or cybercrime, or third party equipment failure);

14.4Nothing in the Platform Agreement will exclude or limit our liability for:

• 14.4.1fraud;
• 14.4.2death of or personal injury to any person as a result of our negligence; or
• 14.4.3any other matter which cannot be excluded or limited under applicable law.

14.5All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from the Platform Agreement.

14.6Your and our responsibilities under the Platform Agreement are reasonable because they reflect that:

• 14.6.1we cannot control how, and for what purposes, you use Pharmsmart;
• 14.6.2we have not developed Pharmsmart specifically for you; and
• 14.6.3although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Pharmsmart is problem or error free.

15. Pricing for Platform Applications and the different products and or modules within any such Platform Application.

15.1 We reserve the right to charge our customer for the Platform, any Pharmsmart Account or any Platform Application (and such customer shall pay) for each product or module within the Platform, any Pharmsmart Account or any Platform Application. Examples of Platform Applications include POM register, Temperature log, CD destruction register, CDsmart, Reportsmart, Methsmart, Transfersmart and Head-office. Please note this list is not exhaustive and only includes some of the most common modules / product.

15.2We reserve the right to change prices at any time without further notice. However, if you have ordered but not yet paid for a Platform Application, we guarantee the price for one month from when the order was placed.

16. How the Platform Agreement may be brought to an end and what happens on termination

16.1We may end the Platform Agreement:

• 16.1.1immediately if we do not receive your subscription fee or any other fees due to us under the Platform Agreement on or by the relevant due date; or
• 16.1.2at any time on giving you at least 30 days' notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.

16.2You may end the Platform Agreement at any time by sending us an email to [email protected]. . In this event, the agreement will end 1 calendar month from the date of receipt. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period, unless it falls within 3 months of your first subscription with Pharmsmart and then only if you follow the procedure set out in section 16.3 (Claiming under the money back guarantee) below, and you must immediately pay all amounts you owe to us by the date the Platform Agreement ends. If you continue to use any Pharmsmart Account or any Platform Application after the expiry of any subscription period, we will be entitled to charge you for such use at our then current applicable fees.

16.3 If you choose not to pay the subscription fee to continue to use the any Pharmsmart Account or any Platform Application at the end of any trial period, your access to the same will immediately end.

16.4If you or we discover that the other has done something which is not allowed by the Platform Agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end the Platform Agreement immediately upon giving the other notice in writing.

16.5The Platform Agreement will automatically (i.e. without us having to tell you or you having to tell us) and immediately end without refund if either of us becomes bankrupt (or something similar happens), is not able to pay outstanding debts, stops trading or becomes insolvent (or something similar happens). In those circumstances any monies due from you will become immediately due and payable and neither of us will have any further obligation to the other under the Platform Agreement.

16.6 No matter how the Platform Agreement ends, the information you store in Pharmsmart remains your information and you can access it on a read only basis. If you wish to access your information after the Platform Agreement has ended, you agree to pay our reasonable charges for that access.

16.7In addition to our rights to end the Platform Agreement, we may also suspend your use of Pharmsmart at any time if we do not receive payment in full when due or if we suspect that you has breached any part of the Platform Agreement.

16.8Any suspension of your Pharmsmart Account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of Pharmsmart under this clause, we may at our discretion agree to reactivate your Account subject to you paying to us a reactivation fee. In accordance with clause 5.6 above, if you received Pharmsmart at a special or discounted price your monthly subscription fee may be reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our Website for details of our pricing.

17. What else do you need to know?

17.1If a court or similar body decides that any wording in the Platform Agreement cannot be enforced, that decision will not affect the rest of the Platform Agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.

17.2If you or we fail to, or delay in, exercising any rights under the Platform Agreement, that will not mean that those rights cannot be exercised in the future.

17.3The Platform Agreement and the documents we refer to above constitute the entire agreement between you and us for your use of the Platform, any Pharmsmart Account or any Platform Application, and replaces all documents, information and other communications (whether spoken or written) between us for such use.

17.4As specified in clause 5.3, the Platform Agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent, our prior written consent not to be unreasonably withheld. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) the Platform Agreement at any time without your consent.

17.5A person who is not a party to the Platform Agreement has no right to enforce any term of it.

17.6Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.

18. Which laws govern the Platform Agreement?

18.1If you register or subscribe to use the Platform, any Pharmsmart Account or any Platform Application in the United Kingdom, the Platform Agreement is governed by the laws of England and Wales and you and we both agree that the courts of England and Wales will be the only courts that can decide on legal disputes or claims about the Platform Agreement.

18.2If you register or subscribe to the Platform, any Pharmsmart Account or any Platform Application in the Southern Ireland the Platform Agreement is governed by the laws of England and Wales and you and we both agree that the courts of Ireland will be the only courts that can decide on legal disputes or claims about the Platform Agreement.

18.2If you register or subscribe to the Platform, any Pharmsmart Account or any Platform Application in a jurisdiction outside of jurisdictions covered by clauses 18.1 and 18.2 above (a “Clause 18.3 Jurisdiction”), the Platform Agreement is governed by the laws of England and Wales and you and we both agree that the courts of the Clause 18.3 Jurisdiction will be the only courts that can decide on legal disputes or claims about the Platform Agreement.

19. General Points

19.1Headings, sub-headings and content lists in the Platform Agreement do not affect its interpretation.

19.2References to a clause or Schedule is to a clause or Schedule of the Platform Agreement.

19.3References to an attachment, appendix or annex is to an attachment, appendix or annex to the Schedule in which its is mentioned unless stated otherwise.

19.4References to a paragraph are to a paragraph of the Schedule in which it appears unless stated otherwise.

19.5References to a document by name or otherwise include any changes or novations made in accordance with the Platform Agreement.

19.6References to specific legislation by name or otherwise include all amendments, extensions, restatements and subordinate legislation in effect at the time.

19.7References to one gender include all genders and entities without gender.

19.8Singular words include the plural form, and vice versa.

19.9Wording introduced by ‘including’, ‘include’, ‘in particular’ or similar expressions provides non-exhaustive illustrative examples only.

19.10‘person’ includes a natural person, body corporate or unincorporated body, association, organisation, society, agency, office or department.

19.11‘writing’ includes emails.

19.12‘shall’ and ‘will’ have the same meaning as ‘must’.

19.13Translations of any aspect of Platform Agreement into other languages are not binding.

19.14Each party affirms that it:

• 19.14.1has had the opportunity to seek independent legal and other professional advice to assess entering into and complying with the Platform Agreement;
• 18.14.2has the necessary rights, powers, licenses, accreditations, and legal capacity to enter into and comply with the Platform Agreement; and
• 19.14.3will ensure prompt execution of documents and performance of necessary actions by that party and/or its related third parties to fully apply and enforce the Platform Agreement.

19.15The Platform Agreement is the only agreement, arrangement, understanding and commitment between the parties concerning its subject matter, excluding all pre-contractual statements not expressly included in writing in the Platform Agreement.

19.16Subject to clause 1.4, the parties must agree in writing to change the Platform Agreement.

19.17No third parties (other than the Nominated Agent) can enforce the Platform Agreement under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

19.18The parties deem the Platform Agreement to be fair and reasonable, and intend its full enforceability. If any part is invalid: (i) the parties will collaborate to modify (or, as a last resort, remove) that part while preserving the parties’ commercial intent, and (ii) the remainder of the Platform Agreement remains valid and enforceable.

19.19Granting time or delaying enforcement doesn't waive rights or remedies. Waivers must be written to be valid.

19.20Each party's rights and remedies apply independently without prejudice to each other. Rights and remedies under the Platform Agreement are cumulative and repeatable.

19.21Each party will not make any statements or comments about the other party, to any third party, on any online or offline forum/platform or in any other way - in each case that can reasonably be considered to be defamatory, derogatory or (even if true) deliberately or negligently designed or intended to harm the reputation or commercial success of the other party.

19.22The parties keep each other informed of their contact details. Notices must be given in writing and in English. Notices sent by post or given by hand delivery must go to the recipient's latest postal address. Notices sent by email must go to the recipient’s latest email address. Notices are deemed served: (i) 72 hours after posting, (ii) 1 hour after confirmed email dispatch (if emailed by 4 pm on a Business Day) or by 9 am on the next Business Day (if emailed after 4 pm or on a day other than a Business Day), or (iii) immediately, for hand delivery. A “Business Day” is any day other than Saturday, Sunday or a public holiday in England.